Notice of Annual General Meeting
Memorandum of Explanation
We are sending you an updated Annual General Meeting Notice and an alternative Proxy Appointment form since an additional resolution has been added to the meeting. This special resolution concerns the position of widows and widowers of deceased former Club members. It is listed as resolution number 8 in the attached documents. Members will receive the new voting form in the mail next week.
All members who wish to vote on this new special resolution should complete in full the attached voting form. They should mark all resolutions on the form where they wish to express a view. To be valid, this Proxy Appointment form must be signed and received by mail or handed in at the club office 48 hours before the AGM, i.e. by 6:00pm on Tuesday, 23 May 2017.
On receipt of this new Proxy Appointment form the club officers will remove from the count any earlier voting form that a member may have sent to the club. i.e votes will not be double counted.
Those members who do not wish to vote on the new resolution, but have already submitted a Proxy Appointment form should do nothing, and their vote will be processed in the normal way.
The Board is submitting this new resolution as it feels the issue is urgent. The resolution was approved by the Companies Registry after the initial notice of the May 25 AGM was sent to the membership.
The reason for the new special resolution is that it recently became clear that Honorary Memberships have been dispensed over many years to the surviving spouses of deceased members on a basis that was inconsistent with the Club’s Articles of Association. As such, the Board decided that the practice of dispensing these memberships should be paused, until such time that the Articles explicitly provide for the practice.
Since the Board takes the proper treatment of widows and widowers seriously, it decided that the resolution should be expedited for voting at the Club’s AGM on May 25. The new resolution will allow the FCC to continue to honor widows and widowers of members with use of the Club.
Question + Answer
This Q&A seeks to explain why Special Resolution #8 is necessary and how the new policy will work.
Q1: What is the problem with the way the FCC currently treats widows and widowers?
A: Over many years, the Club established a practice where the surviving spouse of all deceased members was offered honorary membership. When recently considering a review of this policy, it became clear to the Board that this policy had developed in contravention of the Club’s Articles of Association. The Board reluctantly decided that that it must stop the practice until such time that the Articles were revised to explicitly allow for this practice.
Q2: How does this affect existing Honorary Members who were granted membership after their spouse passed?
A: There is no change to their membership status which will continue on a lifetime basis.
Q3: Why is this resolution being sent to the membership so late in the day?
A: The issue surrounding Honorary Memberships for a surviving spouse became apparent to the board in March. At the Board of Governors meeting on March 18, the proposed change to the Articles of Association included in Special Resolution 8 was approved. This proposed resolution was sent to the Companies Registry for approval as is required with all changes to the Club’s Articles of Association. Approval from the Companies Registry was received on April 20, well after the original notice of the May 25 AGM was sent to members.
Q4: What will happen if the resolution 8 is not approved?
A: The practice of granting honorary membership to a surviving spouse will cease. The issue may be revisited at a future general meeting of the Club. Any change to the Club’s Articles of Association requires 75% of votes in favor, and so the board strongly recommends members to support the motion.
Q5: Why is Honorary Membership for a surviving spouse being limited to three years?
A: The Board wants to provide a home for a member’s surviving spouse during their grieving period. Hence, it was felt that membership should be granted with an exemption of fees for a three-year period. Thereafter, it was felt that a surviving spouse could be granted the option to join the Club without paying a one-off joining fee. They would, however, pay monthly fees thereafter in order to achieve a more equitable position with other Club members.
Q6: What about the surviving spouse of a Silver Member?
A: In this case, the surviving spouse will retain the privileges of an Honorary member on a lifetime basis, providing that they have been the member’s designated spouse for a period of at least five years.
NOTICE OF AGM
NOTICE IS hereby GIVEN that the Annual General Meeting of The Foreign Correspondents’ Club, Hong Kong will be held at the First Floor, North Block, 2 Lower Albert Road, Central, Hong Kong on Thursday, 25 May 2017 at 6:00 p.m. for the following purposes and to vote on proposed new Articles of Association detailed in the two special resolutions hereby attached:
- Approval of the minutes of the Annual General Meeting held on 26 May 2016;
- Approval of the President’s report;
- Approval of the Treasurer’s report;
- Approval of the audited financial statement for the year ended 31 March 2017;
- Appointing Baker Tilly Hong Kong auditor of the company to hold office until the conclusion of the next annual general meeting at a fee to be agreed by the Board;
- Amending the Articles of Association Article no. 5(d). Absent Members are not entitled to vote at any Meeting during the currency of their absence;
- Amending the Articles of Association Article no. 26 on the criteria of applying absent membership. A Member of more than one year’s standing who may be leaving Hong Kong for three or more consecutive months, provided he previously shall have given notice to the Club in writing that he desires to have his name placed upon the list of Absent members, and provided that he pays an Absent Member fee, shall not be liable to pay his monthly subscription for the time he is absent from Hong Kong;
- Amending the Articles of Association Article no. 8 on attaining to an Honorary Member from a surviving spouse. Surviving spouse shall, at the discretion of the Board, be permitted to enjoy the rights and privileges that would otherwise attain to an Honorary Member for a period not exceeding three years, provided that the surviving spouse confirms they wish to take up this benefit within one year of the member’s passing.
At the end of the three year period, these rights and privileges will cease at which point the surviving spouse will be invited to join the Club as a full member in the Journalist, Correspondent or Associate category as appropriate. The entrance fee will be waived but the surviving spouse will be subject to all other rights and conditions pertaining to full membership including the payment of monthly subscriptions.
Where the applicant is the surviving spouse of a Silver Member, the surviving spouse will be entitled to the rights and privileges that would otherwise attain to an Honorary Member without limitation of time, provided that the spouse has been recorded as the designated spouse of the member (as recorded in the FCC’s membership records) for five continuous years leading up to the member’s passing and the surviving spouse confirms they wish to take up this benefit within one year of the member’s passing.
- The inauguration of the new Board of Governors for 2017-2018 as per results of the election.
The meeting is open to ALL MEMBERS of the Club.
Under the Companies Ordinance, a majority of members representing at least 75% of voting rights of total votes cast is needed for the amendments to be ratified.
You are entitled to appoint a proxy to attend and vote on your behalf at the AGM. We enclosed a proxy form for your completion. Please make sure your proxy attends the AGM with a completed original proxy form, and identification document, and hands it in to the relevant member of staff 48 hours before the AGM, i.e. by 6:00pm on Tuesday, 23 May 2017.